NAGACORP LTD. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3918)A notice convening an annual general meeting of NagaCorp Ltd. to be held at Suite 2806, 28/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 20 April 2016 at 10:00 a.m. is set out on pages 26 to 32 of this circular. Whether or not you are able to attend the annual general meeting or any adjourned meeting, you are requested to complete the form of proxy, enclosed herewith, in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment of such meeting should they so wish.
16 March 2016
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Appendix I - Details of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Appendix II - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Appendix III - Summary of the Rules of the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Adoption of Dual Foreign Name"
the proposed adoption of "金界控股有限公司" as the dual foreign name of the Company
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at Suite 2806, 28/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 20 April 2016 at 10:00 a.m.
"Articles of Association" the articles of association of the Company
"associate(s)" has the meaning ascribed thereto under the Listing Rules
"Board" the board of the Directors
"close associate(s)" has the meaning ascribed thereto under the Listing Rules "Companies Law" the Companies Law, Chapter 22 (Law 3 of 1961, as
consolidated and revised) of the Cayman Islands
"Company" NagaCorp Ltd., a company incorporated in the Cayman Islands with limited liability, with its shares listed on the main board of the Stock Exchange
"connected person(s)" has the meaning ascribed thereto under the Listing Rules "core connected person(s)" has the meaning ascribed thereto under the Listing Rules "Director(s)" the director(s) of the Company
"Eligible Person" any employee (whether full time or part time), executives or officers, directors (including executive, non-executive and independent non-executive directors) of any member of the Group or any Invested Entity and any consultant, customer, supplier, agent, partner or adviser of or contractor to the Group or any Invested Entity, who, in the sole discretion of the Board or its authorised committee, have contribution or will contribute to the growth and development of the Group or any Invested Entity
"Existing Share Option Scheme" the existing share option scheme of the Company adopted
upon the listing of Shares on the main board of the Stock Exchange on 19 October 2006
"Group" the Company and its subsidiaries
"HK$" and "HK cents" Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
"Invested Entity" any entity in which any member of the Group holds an equity interest
"Latest Practicable Date" 9 March 2016, being the latest practicable date prior to
the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"New Share Option Scheme" the share option scheme of the Company proposed to be
adopted at the Annual General Meeting, a summary of the terms of which is set out in Appendix III to this circular
"Option" a right to subscribe for Shares granted pursuant to the New Share Option Scheme
"Proposed Repurchase Mandate" a general mandate proposed to be granted to the Directors
at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of issued Shares as at the date of passing of the relevant resolution approving such mandate
"Scheme Mandate Limit" the maximum number of Shares which may be issued
upon the exercise of all the share options to be granted under the New Share Option Scheme and any other share option scheme of the Company and must not, in aggregate, exceed 10% of the Shares in issue as at the date of approval of the New Share Option Scheme, unless Shareholders' approval has been obtained pursuant to the terms as set out in the New Share Option Scheme
Nagacorp Ltd. issued this content on 15 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 March 2016 09:37:17 UTC
Original Document: http://file.irasia.com/listco/hk/nagacorp/circulars/c160315.pdf
